SETTLEMENT AGREEMENTSettlement Agreement • August 19th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
EXHIBIT 99.2 COLLATERAL ASSIGNMENT OF CONTRACTS Assignee Genesis Merchant Partners, LP (or "Genesis") 15 Valley Drive Greenwich, Connecticut 06831 Assignors: Nascent Wine Company, Inc. ("Assignor") 2355A Paseo de las Americas San Diego, California...Nascent Wine Company, Inc. • November 7th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • Connecticut
WHEREAS:Employment Agreement • August 19th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 3, 2007, by and among Nascent Wine Company, Inc., a Nevada corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
WHEREAS:Employment Agreement • August 19th, 2008 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
EXHIBIT 10 ----------Placement Agency Agreement • July 5th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
SENIOR SECURED PROMISSORY NOTE $1,000,000.00Nascent Wine Company, Inc. • November 7th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages • Connecticut
SECURITIES PURCHASE AGREEMENT Dated as of April 27, 2007 among NASCENT WINE COMPANY, INC. and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2007, by and among Nascent Wine Company, Inc., a Nevada corporation (the "Company"), and the entities listed on Exhibit A hereto (each, a "Purchaser" and collectively, the "Purchasers"), for the purchase by the Purchasers of the Company's 18% Senior Secured Convertible Notes Due 2007 (the "Notes"), and warrants to purchase shares of the Company's Common Stock, par value $0.001 per share (the "Common Stock").
ContractNascent Wine Company, Inc. • July 12th, 2007 • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS WARRANT AND THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
GUARANTYGuaranty • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This GUARANTY (this "Guaranty"), dated as of April 27, 2007, is made by INTERNATIONAL FOODSERVICE SPECIALISTS, INC., a Nevada corporation ("Guarantor"), in favor of the Purchasers named on Exhibit A to the Purchase Agreement (collectively, "Lenders").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
This Agreement is made as of July 15, 2007, between Grupo Sur Promociones de México SA de CV, a Mexico corporation (the “Company”), and Gregory Cowal Robbins, an individual residing in Mexico City, Mexico (the “Executive”).
ContractNascent Wine Company, Inc. • May 3rd, 2007 • Wholesale-beer, wine & distilled alcoholic beverages • California
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT WE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. SUCH SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT.
STOCK PURCHASE AGREEMENT by and among NASCENT WINE COMPANY, INC., a Nevada corporation, THE PERSONS SET FORTH ON SCHEDULE A HERETO, and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation Dated as of October 29, 2007Stock Purchase Agreement • November 2nd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
STOCK PURCHASE AGREEMENT dated as of October 29, 2007 by and among NASCENT WINE COMPANY, INC., a Nevada corporation (“Buyer”), each of the Persons set forth on Schedule A hereto (“Sellers”), and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation (the “Company”).
SECURITY AGREEMENTSecurity Agreement • May 3rd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • California
This Security Agreement (this "Agreement") is executed as of April 27, 2007, by and among Nascent Wine Company, Inc., a Nevada corporation (the "Company"), each Subsidiary of the Company identified on Schedule 1 hereto (the "Subsidiaries" and together with the Company, the "Debtors" and individually, a "Debtor"), and CSSF Master Fund, LP, a Texas limited partnership, as collateral agent for the Secured Parties (the "Collateral Agent").
ContractPledge on Shares Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
THIS PLEDGE ON SHARES AGREEMENT (the “Agreement”), is executed this 11th day of May 2007 (the “Effective Date”) by and among NASCENT WINE COMPANY, INC. (“Pledgor” and jointly with Rafael Morales, the “Pledgors”) as pledgors and MESSRS. ALEJANDRO GUTIÉRREZ PEDERZINI AND LETICIA GUTIÉRREZ PEDERZINI (hereinafter referred to as “Pledgees”) as pledgees, pursuant to the following recitals and clauses. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Stock Purchase Agreement referred to below.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
This DIRECTOR INDEMNIFICATION AGREEMENT (the “Agreement”), made and entered into this day of July, 2007, is by and between Nascent Wine Company, Inc., a Nevada corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company), and (the “Indemnitee”).
STOCK PURCHASE AGREEMENT BETWEEN NASCENT WINE COMPANY, INC. as Purchaser of Shares AND SHAREHOLDERS OF PASANI S.A. DE C.V. as Seller of Shares WITH THE APPEARANCE OF PASANI S.A. DE C.V May 11, 2007Stock Purchase Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made May 11, 2007, by and between Nascent Wine Company, Inc., a Nevada corporation (“Nascent”) and Shareholders of Pasani S.A. de C.V., with the appearance of Pasani S.A. de C.V., a Mexican corporation (“Pasani”) as set forth on the signature page of this Agreement (collectively, “Shareholders”).
Subscription AgreementNascent Wine Company, Inc. • January 14th, 2005 • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
TRADEMARK RIGHTS TRANSMISSION CONTRACT *Nascent Wine Company, Inc. • November 2nd, 2007 • Wholesale-beer, wine & distilled alcoholic beverages
TRADEMARK RIGHTS TRANSMISSION CONTRACT, THAT IS CELEBRATED BY ONE PARTY, THE LADY JULIA OLAVARRI VIUDA DE ARANA, TO WHOM FROM THIS POINT ON SHALL BE NAMED “THE ASSIGNOR,” AND BY ANOTHER PARTY, THE FOREIGN MERCHANT CORPORATION NAMED “NASCENT WINE COMPANY, INC.”, ANONYMOUS CORPORATION, CONSTITUTED IN AGREEMENT WITH THE LAWS OF NEVADA, HERE AND AFTER CALLED THE “TRANSFEREE” REPRESENTED IN THIS ACT BY ITS ATTORNEY IN FACT, THE PUBLIC ACCOUNTANT RAFAEL MORALES CUEVAS, TO THE TENOR OF THE FOLLOWING DECLARATIONS AND CLAUSES:
AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BETWEEN NASCENT WINE COMPANY, INC. AND PALERMO ITALIAN FOODS, LLC AND THE MEMBERS OF PALERMO ITALIAN FOODS, LLCAgreement • November 21st, 2006 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Florida
THIS AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES (the “Agreement”) is made effective the 15th day of November, 2006, by and between NASCENT WINE COMPANY, INC., a Nevada corporation (“Nascent”), PALERMO ITALIAN FOODS, LLC, a Florida limited liability company (“Palermo”), ROBERT D. MCDOUGAL IV, individually and as Trustee of the Robert D. McDougal IV Trust dated March 6, 2000 and as a member of Palermo (“McDougal”), and THAD WINIECKIE (“Winieckie”), individually and as a member of Palermo.
ESCROW AGREEMENTEscrow Agreement • November 2nd, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Colorado
THIS ESCROW AGREEMENT (this “Agreement”) is dated as of October 29, 2007 (the “Effective Date”), by and among NASCENT WINE COMPANY, INC., a Nevada corporation (“Buyer”), each of the Persons set forth on Schedule A hereto (“Sellers”), and CORPORATE STOCK TRANSFER, INC. (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meaning set forth in the Stock Purchase Agreement (As defined below).
SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT Dated as of July 3, 2007 among NASCENT WINE COMPANY, INC. and THE PURCHASERS LISTED ON EXHIBIT AConvertible Preferred Stock and Warrant • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
This SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated as of July 3, 2007 by and among Nascent Wine Company, Inc., a Nevada corporation (the “Company”), and each of the Purchasers of shares of Series A Convertible Preferred Stock of the Company whose names are set forth on Exhibit A hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
ContractNascent Wine Company, Inc. • July 12th, 2007 • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS WARRANT AND THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
STOCKHOLDERS AGREEMENTStockholders Agreement • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
STOCKHOLDERS AGREEMENT (this “Agreement”) dated as of July 3, 2007 (the “Effective Date”) by and among Nascent Wine Company, Inc., a Nevada corporation (the “Company”), Sandro Piancone, Piancone Family Trust Sandro and Kimberly Piancone Trustees, and Victor Petrone (each, a “Principal Stockholder” and, collectively, the “Principal Stockholders”), and each of the investors set forth on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
ESCROW AGREEMENTEscrow Agreement • January 14th, 2005 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages
This escrow agreement is executed on the 16th day of November 2004 and is between Nascent Wine Company, Inc., (the “Issuer”) and Wendy E. Miller, Esq. (the “Escrow Agent”).
NASCENT WINE COMPANY, INC. dba NASCENT FOODSERVlCE CORPORATE LOAN AGREEMENTNascent Wine Company, Inc. • October 20th, 2008 • Wholesale-beer, wine & distilled alcoholic beverages
CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition And • July 9th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • New York
THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), is made and entered into as of , 2007, between Nascent Wine Company, Inc., a Nevada corporation (the “Company”), and (“Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of May 11, 2007, among Eco Pak Distributing LLC, a Texas limited liability company (the “Company”), Alejandro Gutiérrez Pederzini (“Seller”) and Nascent Wine Company, Inc., a Nevada corporation (“Purchaser”). The Company and Seller are sometimes hereinafter referred to, individually, as a “Selling Party” and, collectively, as the “Selling Parties”. All of the foregoing parties are sometimes hereinafter referred to, individually, as a “Party” and, collectively, as the “Parties”.
FIRST AMENDMENT TO SERIES B WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NASCENT WINE COMPANY, INC.Nascent Wine Company, Inc. • October 26th, 2007 • Wholesale-beer, wine & distilled alcoholic beverages
FIRST AMENDMENT TO SERIES B WARRANT TO PURCHASE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF NASCENT WINE COMPANY, INC. dated as of October 22, 2007 (this “Amendment”), by and among Nascent Wine Company, a Nevada corporation (the “Issuer”), and the holders of the Original Warrants (as defined below) identified on the signature page hereto (each, a “Holder” and collectively, the “Holders”).
TRADEMARK LICENSE AND PURCHASE AGREEMENTTrademark License and Purchase Agreement • May 16th, 2007 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Texas
This Trademark License and Purchase Agreement (the “License Agreement”) is made effective on the 11th day of May, 2007 (the “Effective Date”), by and between One Seven Props, Inc., a Texas Corporation with its principal place of business located at 102 Swede Creek, Boerne, TX 78006 facsimile no. (“Licensor”) and Nascent Wine Company, Inc., a Nevada Corporation with its principal place of business located at 2355-A Paseo de las Americas, San Diego, California 92154, facsimile no. (619) 661-9735 (“Licensee”) (collectively referred to as the “Parties”).
ASSET PURCHASE AGREEMENT between PIANCONE GROUP INTERNATIONAL, INC. as Piancone and NASCENT WINE COMPANY, INC. as Purchaser Dated: May 25, 2006Asset Purchase Agreement • June 8th, 2006 • Nascent Wine Company, Inc. • Wholesale-beer, wine & distilled alcoholic beverages • Nevada
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into and effective as of May 25, 2006, by and among Piancone Group International, Inc., a Nevada corporation (“Piancone”), and Nascent Wine Company, Inc., a Nevada corporation (“Purchaser”).
